-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P+MRLDYNL2+Nhc2MIX3+L+7QwHv9adnoesE8VNMBHadCVEXa38X77uPW/ouejDCT kf+2fNvJyY+QeeKCYdgWxQ== 0001144204-08-028873.txt : 20080514 0001144204-08-028873.hdr.sgml : 20080514 20080514172712 ACCESSION NUMBER: 0001144204-08-028873 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080514 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080514 DATE AS OF CHANGE: 20080514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Architectural Engineering, Inc. CENTRAL INDEX KEY: 0001287668 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 510501250 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33709 FILM NUMBER: 08833030 BUSINESS ADDRESS: STREET 1: 105 BAISHI ROAD, JIUZHOU WEST AVENUE, CITY: ZHUHAI STATE: F4 ZIP: 519070 BUSINESS PHONE: 0086-756-8538908 MAIL ADDRESS: STREET 1: 105 BAISHI ROAD, JIUZHOU WEST AVENUE, CITY: ZHUHAI STATE: F4 ZIP: 519070 FORMER COMPANY: FORMER CONFORMED NAME: SRKP 1 INC DATE OF NAME CHANGE: 20040417 8-K 1 v114327_8k.htm Unassociated Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of Earliest Event Reported): May 14, 2008
 
CHINA ARCHITECTURAL ENGINEERING, INC.
(Exact Name of Registrant as Specified in Charter)
 

Delaware
001-33709
51-05021250
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)


105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070
People’s Republic of China
N/A
(Address of principal executive offices)
(Zip code)
   
Registrant’s telephone number, including area code:
0086-756-8538908

 
N/A
(Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2008, China Architectural Engineering, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2008.

A copy of the May 14, 2008 press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On May 14, 2008, the Company issued a press release announcing its financial results for the three months ended March 31, 2008.

A copy of the May 14, 2008 press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
 
Description
99.1
 
Press Release dated May 14, 2008

 
2

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
Date: May 14, 2008
CHINA ARCHITECTURAL ENGINEERING, INC.
 
 
 
 
 
 
  By:   /s/ Luo Ken Yi 
 
Name: Luo Ken Yi
 
Title: Chief Executive Officer 
 

 
3

 

EXHIBIT INDEX

Exhibit
Number
 
Description
99.1
 
Press Release dated May 14, 2008

 
4

 
EX-99.1 2 v114327_ex99-1.htm Unassociated Document
 
 
Exhibit 99.1
 
China Architectural Engineering Reports Significant Gains in
Revenues and Earnings for First Quarter 2008
 
 
International Expansion Strategy Drives 76% Year-over-Year Rise in Sales and
Tripling of Net Income; Gross Margins Widen to 33% from 20%
 
ZHUHAI, China & LOS ANGELES--(BUSINESS WIRE)--China Architectural Engineering, Inc. (CAE) (AMEX:RCH - News), a leader in the design, engineering, fabrication and installation of high-end building envelope systems, today reported record financial results for the Company’s first quarter ended March 31, 2008. Revenues, gross margins, net income and earnings per share all rose substantially, driven primarily by the Company’s expansion into higher-margin markets outside of China.
 
Revenues for the first quarter ended March 31, 2008 totaled $25.35 million, an increase of 76% from $14.43 million reported in the first quarter of 2007. The Company attributed the increase largely to the ongoing success of its international expansion strategy. Net income for the first quarter of 2008 was $5.17 million, or $0.09 per fully diluted share, up 205% (200% on a per-share basis) from $1.70 million, or $0.03 cents per fully diluted share, in the first quarter of 2007.
 
Gross profit for the first quarter of 2008 was $8.45 million, up 190% from $2.90 million in the first quarter of 2007. Gross margin rose to 33% in the latest quarter from 20% a year earlier. CAE attributed the rise to the growth in higher-margin projects outside of China.
 
Sales, general and administrative (SG&A) expenses rose to $3.00 million in the first quarter of 2008 from $874,375 in the first quarter of 2007. As with revenues and margins, the rise in SG&A was due largely to the Company’s international expansion strategy, which led to increased expenses related to new staff, offices and other costs related to the initial start-up of CAE’s new international operations. Despite the higher SG&A, operating income in the first quarter of 2008 rose by 169%, to $5.45 million from $2.02 million in the first quarter of 2007.
 
Ken Yi Luo, China Architectural Engineering’s Chairman and CEO, commented, “Our results for the first quarter of 2008 confirm that CAE is now a company of true global reach, capable of serving the world’s most vibrant construction markets. In addition to China, we have established ongoing operations in the Persian Gulf region and the United States - where we were just awarded our first contract, for $11.6 million, to build a curtain-wall system at a luxury condominium project in Manhattan. Our China business also remains strong, as was evidenced by our recent announcement of a $15 million contract award for work at the ‘Silicon Valley’ project in the city of Guangzhou.”
 
Conference Call and Webcast Information 
 
The Company will host a conference call at 11:00 a.m. ET today, May 14, 2008, to discuss today’s financial results. To listen to the call live, please tune into the webcast via the investor relations section of Company’s website at www.caebuilding.com or by dialing 877-407-8035 or 201-689-8035 for international callers and asking for the China Architectural Engineering, Inc. earnings call. Please call at least 10 minutes prior to the start time.
 
To be added to China Architectural Engineering’s investor lists, please contact Haris Tajyar at htajyar@irintl.com or at 818-382-9702.
 

 
About China Architectural Engineering 
 
China Architectural Engineering, Inc. (CAE) (AMEX:RCH - News), which began operations in 1992, has maintained a leading position in the global commercial construction industry by providing timely, high-quality, reliable, fully integrated and cost-effective service solutions to its clients utilizing specialized technical expertise in the design, engineering, fabrication and construction of structural exterior cladding systems. It specializes in high-end curtain wall systems (including glass, stone & metal curtain walls), roofing systems, steel construction systems, eco-energy saving building conservation systems and related products, for public works and commercial real estate projects.
 
CAE has worked with world-renowned architects and building engineers from China and other countries and has completed over 100 large, complex and unique projects throughout China, Hong Kong, Macau, Australia and Southeast Asia, including numerous award-winning landmark buildings in many of Asia's major cities. It is now capitalizing on its industry-leading expertise by expanding aggressively beyond China into some of the most active construction markets in the world, including the Middle East, Central Asia, United States and Eastern Europe. For further information on China Architectural Engineering please visit www.caebuilding.com.
 
Forward Looking Statements: In addition to historical information, the statements set forth above include forward-looking statements that may involve risk and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, uncertainty of contract negotiations and payments under existing contracts, the Company’s dependence on government contracts, changes in the laws of the PRC that affect the Company’s operations, fluctuation and unpredictability of costs related to the Company’s products and services, the Company’s dependence on the steel and aluminum markets, reduction or reversal of the Company’s recorded revenue or profits due to “percentage of completionmethod of accounting and expenses and costs associated with the issuance of convertible bonds. The forward-looking statements are also identified through use of the words believe,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including regulatory approval requirements and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Companys reports and other filings with the Securities and Exchange Commission.
 

2

 
CHINA ARCHITECTURAL ENGINEERING, INC.
 
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2008 AND 2007
(STATED IN US DOLLARS)
(UNAUDITED)
 
   
 Three Months Ended March 31,
 
   
 2008
 
 2007
 
        
  
 
        
  
 
Contract revenues earned
 
$
25,349,306
 
$
14,430,092
 
             
Cost of contract revenues earned
   
(16,903,754
)
 
(11,532,607
)
             
Gross profit
 
$
8,445,552
 
$
2,897,485
 
             
Selling, general and administrative expenses
   
(3,000,425
)
 
(874,375
)
             
Income from operations
 
$
5,445,127
 
$
2,023,110
 
             
Interest income
   
6,963
   
3,637
 
Interest expense
   
(334,137
)
 
(4,080
)
Other income
   
111,162
   
 
 
             
Income before taxation
 
$
5,229,115
 
$
2,022,667
 
             
Income tax
   
(47,367
)
 
(327,048
)
Equity loss and minority interests
   
(8,030
)
 
-
 
             
Net income
 
$
5,173,718
 
$
1,695,619
 
             
Earnings per share:
             
Basic
 
$
0.10
 
$
0.03
 
Diluted
 
$
0.09
 
$
0.03
 
             
Weighted average shares outstanding:
             
Basic
   
51,783,416
   
50,000,000
 
Diluted
   
55,489,023
   
50,000,000
 
 
Note: The notes in the Company’s Form 10-Q are an integral part of these financial statements. 


3

 
CHINA ARCHITECTURAL ENGINEERING, INC.
 
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2008 AND DECEMBER 31, 2007
(STATED IN US DOLLARS)
 
   
 March 31, 2008
 
 December 31, 2007
 
   
 (unaudited)
 
 (audited)
 
ASSETS 
           
Current assets 
           
Cash and cash equivalents
 
$
5,950,336
 
$
4,040,168
 
Restricted cash
   
661,340
   
595,016
 
Contract receivables, net
   
31,867,941
   
13,047,559
 
Costs and earnings in excess of billings
   
49,507,336
   
57,488,693
 
Job disbursements advances
   
2,218,256
   
2,454,106
 
Tender and other site deposits
   
341,950
   
83,046
 
Other receivables
   
7,850,316
   
6,640,865
 
Inventories
   
342,088
   
528,743
 
Other current assets
   
-
   
109,533
 
Total current assets
   
98,739,563
   
84,987,729
 
             
Non-current assets 
             
Plant and equipment, net
   
2,859,357
   
2,582,554
 
Intangible Assets
   
54,231
   
70,386
 
Organization cost
   
-
   
92,741
 
Goodwill
   
7,995,896
   
7,995,896
 
Other non-current asset
   
7,527
   
7,505
 
             
TOTAL ASSETS 
 
$
109,656,574
 
$
95,736,811
 
             
LIABILITIES AND STOCKHOLDERS’ EQUITY 
   
Current liabilities 
             
Short-term bank loans
 
$
2,327,595
 
$
2,578,550
 
Accounts payable
   
22,841,062
   
18,737,771
 
Amount due to shareholder
   
1,953,804
   
1,334,856
 
Other payables
   
10,633,862
   
9,193,186
 
Income tax payable
   
2,639,710
   
2,673,643
 
Business and other taxes payable
   
3,503,438
   
3,538,336
 
Customers’ deposits
   
67,110
   
757,079
 
Other Accrual
   
360,270
   
499,684
 
Total current liabilities
   
44,326,851
   
39,313,105
 
 
Note: The notes in the Company’s Form 10-Q are an integral part of these financial statements. 


4



   
 March 31, 2008
 
 December 31, 2007
 
        
  
 
Non-current liabilities 
           
Long term bank loans
 
$
1,977,700
 
$
443,881
 
Convertible bond payable, net
   
5,871,428
   
3,465,741
 
Minority interest
   
37,264
   
49,482
 
               
TOTAL LIABILITIES 
 
$
52,213,243
 
$
43,272,209
 
             
STOCKHOLDERS’ EQUITY 
             
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2008 and December 31, 2007; Common stock, $0.001 par value, 100,000,000 shares authorized, 51,783,416 shares issued and outstanding at March 31, 2008 and December 31, 2007, respectively
 
$
51,784
 
$
51,784
 
Additional paid in capital
   
21,594,712
   
23,665,558
 
Statutory reserves
   
3,040,595
   
3,040,595
 
Accumulated other comprehensive income
   
3,768,686
   
1,892,829
 
Retained earnings
   
28,987,554
   
23,813,836
 
     
57,443,331
   
52,464,602
 
TOTAL LIABILITIES AND 
             
STOCKHOLDERS’ EQUITY 
 
$
109,656,574
 
$
95,736,811
 
 
Note: The notes in the Company’s Form 10-Q are an integral part of these financial statements. 

Contact:
At Investor Relations Intl:
Haris Tajyar, Managing Partner
818-382-9702
htajyar@irintl.com
 
 
5

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